Mutants and Masterminds is a D20(ish) system published by Green Ronin. Unlike a lot of other d20 games, this one only uses twenty-sided dice. Players make their own superheroes (or supervillains; there's no alignment in this game) and slug it out with each other or NPC characters.

The game revolves around power levels (M&M's version of character levels or challenge ratings). The standard PL for a player character is 10; this is about the equivalent of a normal comic-book superhero. PL 8 characters are Rookies or more "street-level", PL 15 characters are more akin to Superman or other heavyweights. Power levels don't necessarily correspond to actual superpowers - a PL 10 Batman-type character could have a lot of gadgets and other "realistic" skills that puts her on the same level as someone who can fly unaided and shoot rocket dongs from his hands. Every Power Level grants 15 Power Points, which form both the character creation points and your experience points. The points you earn at the end of a session are used to upgrade your powers, and unless you have some really potent stuff you can upgrade something at least once every session. It's also a good measurement of your Power Level as you improve, since every 15 additional points kicks you up one Power Level. Power Level also limits how high certain things can be leveled: your Abilities, your Skill Modifier (Ability + Skill Rank + Advantages) are limited to PL+10, and the sums of Toughness and Dodge, Toughness and Parry and Fortitude and Will cannot be more than twice the PL.

There aren't any hit points in M&M; all attacks are either rated as wounding, lethal or non-wounding. When you get hit, you roll to see how much it affects you based on degrees of success/failure (every 5 above or below the DC), and depending on what hit you, you either get wounded for a penalty to future damage saves, wounded with general penalties and possibly stunned, or knocked out. You can also get knocked away some 27000 ft. by a fucking Hulk rip-off drug addict and spend special Hero Points to get up video game style, which are then replaced when you do a very heroic thing (such as stabpunching clear across a hockey stadium some fucking Kraven rip-off who just shot you).

Aside from skill ranks and feats, characters can spend points on various powers. M&M appears to have a rather narrow list of powers at first, until you realize that the list in the book is not powers, but rather effects. The game does not dicern between a regular punch, a fire punch, hitting someone with a tree or a hammer: all are attacks made at close range and can knock people out. Powers can be customized even more by adding extra modifiers or flaws: a teleportation effect might be able to carry passengers or move around without a BAMF effect, or an energy blast might not affect things that are yellow and/or made out of wood.

This system has been both praised for its flexibility and criticized as it can often lead to mechanically overpowered or simply bizarre characters. For example, with a cheap increase of +1 per rank and a limit on potential damage, the basic ranged attack power can never miss and has a range of, literally, as far as the eye can see. Never miss. Ever. As long as the character can see their target, the target is automatically hit. The system does however have many hard counters to abilities: being able to shoot anyone you can see matters very little when you fight in the dark or against a guy made out of a swarm of bees and is immune to your attacks. The GM is also free to have you fight equally overpowered supervilians.

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Because of its immense flexibility, M&M has to provide only 40 power effects. With some thinking you can make these powers do just about anything. When desiging a power you pick what effect you want, how powerful you want it, any Modifiers (increased range, an area of effect, armor penetrating and more) and Flaws (power has a slow activation, is tiring to use, requires constant concentration). After that you apply Descriptors, aka how the powers work for you. It's kind of how magic works in Mage: The Ascension except it's functional. For example, Superman and the Flash can both run very fast, but Superman has this power because of the sun while Flash has his link to the Speed Force. Powers all have Origins (how did you get them), Sources (how do they work), Mediums (how the desired effect is applied) and Results (exactly what the powers do: fire and ice blast might be identical in crunch but are different in fluff). The game also encourages creative use of powers and the GM allowing this to make the game more fun.

Most powers are purchased by taking the cost per rank and multiplying that by the number of ranks, calculating in modifiers imposed by Modifiers and Flaws followed by any flat modifiers you might have. Then there are those who grant an ability for a fixed cost that can't be improved. Immunity for example can render you immune to te vacuum of space, poison or the need for sleep for only 1 point, while 5 point can grant you five of such effects or immunity to having your form changed, bullets (and specifically bullets, so no arrows) or effects altering the senses. Sometimes these costs can get very high: the aforementioned Immunity can also grant immunity to all effects granting a Will roll (aka most psychic powers and illusions) for 30 points and a whopping 80 will make you immune to all effects resisted by Toughness, aka most conventional damage. It is possible to move the cost of a power below 1: instead of becoming the powers become fractional. This means that if a 1 cost power is reduce by one, you can get two ranks for only 1 point. This continues on with going two, three and four below 1, and 5 is listed as the limit to avoid intense munchkinnery.

Descriptors are how the system does care if an effect like damage is caused by a magical fireball or mundane sword. Characters can have immunity or enhanced protection against a descriptor. For example, the Human Torch will shrug off your attempt to burn him alive. Some characters may have weakness to a certain descriptor as a complication, like the original Green Lantern's weakness to wood. Descriptors also interact with the environment, positively and negatively like underwater that penalizes fire but enhances sonic. Not all descriptors are necessarily written out explicitly, but applied as makes sense. For example an elf archer has attacks considered wood (So Green Lantern can't steal his bow or arrows), metal on the arrows (but Magneto can take the arrows), magical (Superman risks being damaged by them) and many others that won't matter till they apply to something, but you'd only say "magical bow and arrows".

Descriptors also interact with power stunts. By spending a hero point or accepting a level of fatigue, a character can make one power do something unusual. For example, an electricity using hero might decide to overload an evil machine (weaken) instead of just blasting it (damage). A power stunt is limited by an effect's descriptor, so your GM can shoot your idea down if he doesn't think control over water can generate intersettler travel. Since magic can do anything with the right spell, it's one of the most powerful descriptors. Power stunts on equipment, like Batman pulling exactly the right item from his utility belt (even if it's not actually an effect listed on his utility belt power) requires a hero point (see down) and can't be accomplished by fatigue (this is one of the disadvantages equipment has in exchange for lower cost).

The Mutants & Masterminds Measurement Table. This is what you consult if you want to know about mass, time, distance and volume. Sees use with many powers.

Affliction: Anything that imposes some kind of condition onto a target. This covers powers like tear gas, pheromones, mind control and anything that does not direct damage. When hit with an Affliction power the target has to roll a save against DC (rank + 10), and for every degree of failure the target takes an increasingly debilitating condition. These conditions do not stack, and a reroll is made for every attack unless the appropriate Extra is taken. Furthermore, the target gets a save every turn against the conditions of the first two degrees, and the third lasts a minute. Affliction cannot take someone out of a fight like damaging effects can, but it can really help even the odds and clear out large swathes of Minions in one good hit.

Burrowing: You can move at a speed equal to your rank -5. Can also be used to dig at a distance, or dig through really hard stuff. Niche at best.

Communication: Radios and telepathy. Your ranks determine how far you can communicate, and unless you're a telepath the target has to be able to receive the message as well (have a communication, be near a radio and so on). Expensive, but unless you go to space you'll rarely need more than 3 ranks.

Comprehend: The power to understand things. Talk to machines, plants, spirits, animals and general postcognition. Infamous for granting the ability to understand all languages and have everybody capable of understanding you for only 6 points, which is superior to the scope of the Languages Advantage as long as you don't have to write the language in question.

Concealment: Invisibility and inaudibility. You can blend into the background, make others invisible and turn only parts of yourself translucent. With 10 ranks you can only be detected if you are touched.

Create: A mainstray of Green Lanterns, this lets you create objects ex nihilo. They can be either temporary or permanent, depending on what you want. Useful for creating covers, cages and carrying objects. Can be given a lot of Extras, so don't go overboard.

Damage: Everything from fireballs to adamantium claws, optic blasts and striking tongues. After damaging someone they roll Toughness VS (rank + 15): for every degree of failure they suffer a condition and get -1 to subsequent rolls. Suffering four degrees of failure (miss the DC on a 16 or worse) knocks you out.

Deflect: Protect yourself and others from incoming attacks. By adding extras you can turn attacks around or even use them against your enemies' allies.

Elongation: For when you want to play Plastic Man, Mr Fantastic or Elastigirl. The length you can stretch is your rank -2, meaning that at rank 5 you can stretch 250 feet. You can use this to use any close-ranged attacks that you have at a longer distance, and you get a bonus to grappling attempts because you can easily entangle someone.

Enhanced Trait: Superior attributes as a superpower. Costs the same as improving your Abilities, except this way you can define them as a superpower or link them to an emotional state, a time of day, a location or something similar.

Environments: Mess with the environment by creating rain, light or altering the temperature. This happens in an area around you of your rank -1, meaning that at high levels you can affect entire countries.

Extra Limbs: Sometimes you just want more arms or add on some Doc Ock tentacles. Normally they are permanent, but they can be taken with a on/off switch. They can also be projections instead of actual limbs. This power is instrumental to Ball of arms man.

Feature: A grabbag of all those weird powers that aren't really powers, like insulating fur that protects you from normal heat or cold, being able to perfectly copy sounds or being able to conjure up dramatic music. The most useful one lets you change into and out of your super costume at will.

Flight: You will believe a man can fly. You fly at the speed of your rank. You can also opt to be able to fly underwater and without any noticable effect.

Growth:You're a big guy. Every rank adds 1 to your Strength, Stamina and Mass and every 8 ranks adds 1 to your speed, but you become less stealthy and become easier to hit. Every 4 ranks increases your size rank by one. You can't become infinitely large: all modifiers granted are limited by your Power Level, so getting taller than 250 feet at PL 20 will require some careful tinkering. Growth can either be a on/off power (but being knocked out shrinks you) or permanent.

Healing: Because even superheroes need healing. Every degree success removes one condition. Has a lot of potential Extras involving repairing objects, a healing field, ranged healing, restore non-damage effects and even raise the dead.

Illusion: Mess with people's senses. The exact number of senses is determined by the number of points per rank you put in: at one you have to choose between sight, sound, touch, olfactory and mental/magical, but at 5 you get all of them.

Immortality: If you die you return to life after (19 Time - ranks) amount of time has passed. At 1 this is two weeks, while at 20 this is 3 seconds. Less useful than you'd think in the most "heroic" settings since people won't kill there, and it takes extra effort to kill already downed targets that's better used against opponents who are still up and about. Something for recurring villains though, even if only to gauge a power level appropriate time for them to return for revenge (besides narratively).

Immunity: Discussed in the above section, Immunity grants you flat-out immunity against things. At 1 rank the immunities are specialized in scope or power (or you become immune to aging), at 2 and 3 the effects are more dangerous and larger in scope, 10 can make you immune to fire or allows you to function in space, 30 works against all effects that work against a particular save and 80 makes you almost untouchable. GMs are encouraged to think long and hard before they allow some of the more powerful Immunities.

Insubstantial: More than just phasing. Rank 1 lets you turn yourself into a liquid, 2 lets you become a cloud of gas, 3 turns you into an energy being and 4 makes you flat-out incorporeal. Make sure to pick up something that lets you breathe while inside a solid object and a way to attack corporeal targets. Expensive, but worth it if you're playing that kind of character.

Leaping: Leap tall buildings in a single bound! You can jump a distance equal to your rank -2. And before you ask, six or seven ranks should be enough to leap a tall building in a single bound, but you'll need 10 ranks to clear the Burj Khalifa.

Luck Control: One of the stranger powers, you can use your Hero Points to negate their use by other people or use yours on other people.

Mind Reading: Communication in the other direction. The number of successes made against an opponent's Will save determines what you'll get out if it: 1 success nets you surface thoughts, 2 gets you personal thoughts, 3 allows you to dig into the target's memory and 4 gives insight into their subconsciousness.

Morph: Turn yourself into another person. At 1 rank you're limited to a single other person, at 2 you can become a narrow group of people, at 3 you get to choose from a broad group and 4 limits you only to anything with a similar mass. Useful enough on its own, you can also opt for the Metamorph Extra that gives you access to the powers of those forms, making this the power you want if you can transform into a superpowered form while your base form has no powers.

Move Object: Telekinesis and related tricks. The more ranks you have the larger the objects are that you can lift. You can use this to disarm people ad with an Extra use it to throw things at people.

Movement: All forms of movement not covered by other powers. This includes dimensional travel, moving around in space without dying, phase without being able to fly, be able to land safely, walk on water, move without trace, crawl on walls or even travel through time.

Nullify: Used for countering other effects, Nullify lets you mess with the powers and creations of others by stopping or deactivating them.

Protection: A flat bonus to Toughness. Cheap but effective in most situations.

Quickness: The power doing things quickly that aren't running. Read the newspaper in a second, fix and paint a fence within a minute or read all threads on /tg/ in the blink of an eye. Handy when you need to be able to do things quickly.

Regeneration: THESE WOUNDS, THEY WILL heal pretty quickly, actually. This greatly speeds up your natural healing, and can heal otherwise unhealable damage as well.

Remote Sensing: Telescopic vision, super hearing and anything that lets you use your senses at a range beyond what humans can.

Senses: Remote Sensing lets you use your senses at a long distance, but this one gives you supernatural senses. Spider-sense, ultrasound hearing, precognition and postcognition are all options here. This power has more options than any other, and you'll rarely put more than a few points into this unless you've got dedicated sensing powers.

Shrinking: The opposite of growing powers. The numbers are the same except in revverse, so the smaller you are the lower your strengh and spee, but the better your defenses and stealth are.

Speed: The power of GOES FAST. 1 rank = 1 additional speed rank.

Summon: Summon a creature to fight for you. The creature has to be built in advance with a number of points equal to your rank x15. So in other words, rank = PL for building a creature. While this seems horribly powerful, don't forget that they still count as minions and can as such be taken down easily via damage (Incapacitation is the condition you want to avoid, but all others are okay). Normally a minion can take only its standard action per turn, but you can use Extras to make them act normal. You can also opt to summon large numbers of minions at the same time, taking an Extra that increases the cost of the power 2 per rank, but lets you double the amount of summonable minions you have every time you take it. This can result in you using a large mob of cheap minions, but your GM will hate you if you do this. The minions you summon will always be the same unless you take an Extra that lets you pick different monsters. This is also the power used for those superheroes who can duplicate themselves: if you want to make exact copies of yourself you'll want a number of ranks equal to your PL and make the character exactly the same. When doing this you can take the extras that grant you multiple copies of yourself, but this can become extremely expensive very fast (eight copies of yourself that can act like you do will cost 80 points, more than half the Power Points of a PL 10 character).

Swimming: You swim fast. That's it. Speed is rank -2, and you still need to be able to hold your breath and handle the crushing depths.

Teleport: Bamf! You and up to 50 pounds can teleport a distance equal to your rank. If you want to teleport other people or more stuff it'll require some extras.

Transform: Morph lets you turn yourself into other people, but Transform lets you turn yourself and objects into things. The more points you put in the wider your scope is: 2 points per rank lets you turn one fixed material into another fixed material, 3 points lets you a larger number of things into a single thing (any metal into gold), 4 points lets you transform anything within the same state of matter, and 5 points lets you turn anything into anything. Enough ranks in this means that you've got a way to turn people into stone in one roll. While this seems immensely overpowered, remember that the effect is Sustained and requires you to take a free action every turn lest the effect switches off.

Variable: Hoo boy, Variable. Clocking in at 7 points per rank it is the most expensive conventionally costed power out of the box. In turn you get 5 floating Power Points per rank which you can assign to any power you want, as long as it fits the theme. Reconfiguring your powers is merely a matter of a standard action and the player having written the power down. The powers you can pick are limited only by GM fiat, so stay on his good side and if you pick this power don't be a dick with it lest the GM pulls the breaks on your shenanigans. The power exchange time can be cut down to a move action, free action or even a reaction, meaning that a character can be virtually immune to anything the party can throw at it. Sure, 10 points per rank is extremely expensive, but this means that for only 20 points you can have a floating resistance against just about anything. The book explicitly tells the GM to think very long and hard before allowing this, which is very accurate.

Weaken: This lets you lower one of the abilities of a target to make them less effective in a fight. Roll Fortitude or Will VS 10 + rank, and for every point the target misses the DC the ability goes down by 1 to a maximum of the ranks in Weaken. If you pick Stamina you can drain both the Foritude save and Toughness of your target, making them a whole lot easier to hit. You can also use this to drain the gadgets of your foes, or aim for powers with a specific descriptor instead (Fire, Mental, Cosmic and so on).

Characters are required to take two or more complications. These serve as weakness and motivations. For example Bruce Wayne has (at the bare minimum) a motivation of vengeance and/or protection, a responsibility for his company, a responsibility to manage his secret identity, allies that may be threatened, and a phobia of firearms (and likely many, many more depending on the canon). Anytime a hero is inconvenienced by their complications (as well as certain story events and one at the start of a session), they get a hero point. These can be used to fuel rerolls, cure conditions or fuel power stunts and extra effort in place of fatigue. Hero points go away at the end of a session, so yes you should use them. This also explains why heroes pull off the craziest tricks during the finale.

An official reskin of the third edition that drops the DC comics universe onto the system. Largely just changes the art and examples and has no mechanical changes. The main thing of interest is the splat, which has a pair of books stating up various heroes and villains from the DC universe and a setting book that gives a broad overview of the DC universe as existed at the time.